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Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
Acquisitions
10.
Acquisitions

On April 18, 2022, we completed the acquisition of all the outstanding shares of a privately held sternal closure company. The acquisition was completed primarily to expand our product offerings in the CMFT market. The total aggregate cash consideration paid at closing was $100.0 million, with an additional $11.0 million of deferred payments to be made over the next two years.

The goodwill related to this acquisition represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill is related to the operational synergies we expect to achieve from combining the companies and the cash flows from future, undefined, development projects. The goodwill is included in the Americas operating segment and the Americas CMFT reporting unit. A portion of the goodwill is expected to be deductible for U.S. income tax purposes.

 

The following table summarizes the aggregate final estimates of fair value of the assets acquired and liabilities assumed related to the acquisition (in millions):

 

Current assets

 

$

3.8

 

Intangible assets subject to amortization:

 

 

 

Technology

 

 

42.8

 

Customer relationships

 

 

12.3

 

Goodwill

 

 

48.3

 

Other assets

 

 

4.9

 

Total assets acquired

 

 

112.1

 

Current liabilities

 

 

1.1

 

Total liabilities assumed

 

 

1.1

 

Net assets acquired

 

$

111.0

 

 

The amortization periods selected for technology and customer relationships related to this acquisition were 10 years and 4 years, respectively.

 

In the fourth quarter of 2020, we completed the acquisitions of A&E Medical Corporation, a sternal closure company, and Relign Corp., an arthroscopy equipment company (collectively referred to as the “2020 acquisitions”). The 2020 acquisitions were completed primarily to expand our product offerings in CMFT and sports medicine markets. The total aggregate cash consideration paid in 2020 related to the 2020 acquisitions was $235.7 million. An additional $145.0 million of guaranteed deferred payments were made in 2021. We assigned a fair value of $23.0 million for potential additional payments as of the acquisition dates related to these acquisitions that are contingent on the respective companies' future product sales. The estimated fair value of the aggregate contingent payment liabilities was calculated based on the probability of achieving the specified sales growth and discounting to present value the estimated payments.

 

The goodwill related to the 2020 acquisitions represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill related to the 2020 acquisitions is generated from the operational synergies and cross-selling opportunities we expect to receive from the technologies acquired. None of the goodwill related to these acquisitions is expected to be deductible for tax purposes.

 

The following table summarizes the aggregate final estimates of fair value of the assets acquired and liabilities assumed related to the 2020 acquisitions (in millions):

 

Current assets

 

$

30.5

 

Intangible assets subject to amortization:

 

 

 

Technology

 

 

147.9

 

Trademarks and trade names

 

 

1.5

 

Customer relationships

 

 

92.7

 

Goodwill

 

 

172.6

 

Other assets

 

 

5.1

 

Total assets acquired

 

 

450.3

 

Current liabilities

 

 

4.6

 

Deferred income taxes

 

 

42.0

 

Total liabilities assumed

 

 

46.6

 

Net assets acquired

 

$

403.7

 

 

In the year ended December 31, 2021, we adjusted the preliminary fair values of the 2020 acquisitions. The adjustments primarily related to the customer relationships intangible assets and the related deferred income tax liability as we refined our estimates by analyzing historical purchasing patterns of existing customers. The adjustment did not result in a significant change to intangible asset amortization expense recognized in the year ended December 31, 2021 that would have been recognized in the previous period if the adjustment were recognized as of the acquisition date. In addition, we revised our estimates related to net operating loss carryforwards based on updated tax calculations which reduced our deferred income tax liability and goodwill correspondingly. There were no other significant adjustments during the year ended December 31, 2021.

 

The weighted average amortization period selected for technology, trademarks and trade names, and customer relationships related to the 2020 acquisitions were 13 years, 12 years, and 15 years, respectively.

 

We have not included pro forma information and certain other information under GAAP for these acquisitions because they did not have a material impact on our financial position or results of operations.